Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On July 20, 2019, the Board of Directors (the "Board") of Copart, Inc. (the
"Company") increased the size of the Board from seven members to nine members,
and unanimously elected Diane M. Morefield and Stephen Fisher to fill the
vacancies created thereby, effective immediately, to serve until the next annual
meeting of the Company's stockholders, or until their respective successors are
elected and qualified or their respective earlier resignation or removal.
Neither Ms. Morefield nor Mr. Fisher have been named to serve on any committee
of the Board at this time.
There was no understanding or arrangement between Ms. Morefield, on the one
hand, or Mr. Fisher, on the other hand, with any other person pursuant to which
either Ms. Morefield or Mr. Fisher were appointed.
Ms. Morefield, age 61, serves as the Executive Vice President and Chief
Financial Officer of CyrusOne, Inc. (Nasdaq: CONE), a REIT that specializes in
owning, operating and developing enterprise-class data center properties. Mr.
Fisher, age 54, recently retired as the Senior Vice President, Chief Technology
Officer of eBay, Inc., an e-commerce company that specializes in
business-to-consumer and consumer-to-consumer sales over its web site. Mr.
Fisher also serves as a director of Vonage Holdings, Inc. (NYSE: VG), a business
cloud communications provider.
Both Ms. Morefield and Mr. Fisher have executed the Company's standard form of
indemnification agreement, a copy of which has been filed as Exhibit 10.17 to
the Company's Annual Report on Form 10-K (File No. (File No. 000-23255) filed
with the Securities and Exchange Commission on October 1, 2012 and is
incorporated herein in its entirety by reference. In addition, each of Ms.
Morefield and Mr. Fisher will receive compensation in accordance with the
Company's standard arrangements for non-employee directors as disclosed herein,
as such arrangements may be amended from time to time.
Neither Ms. Morefield nor Mr. Fisher is a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation
Cash and Equity Director Compensation Program for our Executive Chairman and
As disclosed in the section entitled "Proposed Cash and Equity Director
Compensation Program for our Executive Chairman and Non-Employee Directors" that
begins on page 25 of the Company's proxy statement that was filed with the
Securities and Exchange Commission on November 16, 2018 (the "Proxy Statement"),
and which was approved by the Company's stockholders at the annual meeting of
stockholders held on December 17, 2018, our Executive Chairman and each
non-employee director receives an annual director's fee of $70,000, payable in
quarterly installments. Steven D. Cohan, who serves as chairman of the
Company's audit committee, receives an additional annual fee of $10,000, payable
in quarterly installments.
In addition, as disclosed in the Proxy Statement, our Executive Chairman and
each continuing non-employee director is eligible to receive an annual option
grant of 25,000 shares under the Company's Amended and Restated 2007 Equity
Incentive Plan, on the date of the annual meeting of stockholders each year.
Newly appointed non-employee directors are awarded an initial grant of 25,000
shares on the date of appointment and are not eligible for an additional grant
until the fiscal year following their appointment. Each annual option grant and
each initial grant is subject to the following vesting schedule: the shares
subject to each option vest monthly over twelve (12) months from the date of
grant, such that the options will be fully vested one year from the date of
grant. Vesting of the options may accelerate if any successor corporation does
not assume the options in the event of a change in control.
The non-employee directors are eligible for reimbursement of reasonable and
necessary expenses incurred in connection with their attendance at board and
As disclosed in the section entitled "Appointment of New Directors" above and in
connection with their appointments to the Board, both Ms. Morefield and Mr.
Fisher, as non-employee directors, will receive compensation in accordance with
the terms and conditions set forth in this section, as may be amended from time
On July 23, 2019, the Company issued a press release announcing Ms. Morefield's
and Mr. Fisher's appointment as directors. The press release is attached hereto
as Exhibit 99.1 and incorporated herein in its entirety by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished herewith:
99.1 Press release, dated July 23, 2019, of Copart, Inc.
announcing the addition of Diane M. Morefield and
Stephen Fisher to the Copart, Inc. Board of
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